LeagueApps New Partner Referral Program Agreement
May 20, 2025
This LeagueApps New Partner Referral Program Agreement is entered into between LeagueApps, Inc. (“LeagueApps”), with an office at 30 Irving Place, 3rd Floor, New York, NY 10003 and the organization (“Partner” “you” or “your”) that LeagueApps has approved for participation in the LeagueApps New Partner Referral Program (“New Partner Referral Program”) in accordance with the terms herein.
This Agreement sets forth the terms and conditions governing Partner’s participation in the LeagueApps New Partner Referral Program. This Agreement is effective as of the first date that a Partner submits a Referral as part of the New Partner Referral Program (the “Effective Date”). LeagueApps and Partner may be referred to herein individually as a “Party” and collectively as the “Parties”.
Definitions
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means, collectively (1) this New Partner Referral Program Agreement; (2) any terms or policies governing Partner’s participation in the New Partner Referral Program that are posted on LeagueApps’s website (or any subsite), as may be updated from time to time; and (3) the LeagueApps privacy policy. “LeagueApps Customer” or “Customer” means a party that has purchased Services for its own internal business purposes or is targeted by LeagueApps as an opportunity for sales of Services.
“Services” means LeagueApps’s online registration management platform and related applications, products and services made available by LeagueApps, excluding any third party applications.
“Term” is defined in Section 5.1.
1. Program Overview
1.1 Enrollment. LeagueApps reserves the right in its sole discretion to accept or reject your participation, at any time, in the New Partner Referral Program. Any Partner that desires to participate in the New Partner Referral Program must accept these terms and complete their own enrollment form (if applicable).
1.2 Partner Qualifications and Benefits. Upon LeagueApps’s acceptance of Partner into the New Partner Referral Program, Partner may be required to maintain certain minimum requirements that apply to the Program. Partner no longer qualifies for the New Partner Referral Program upon the termination of, or submitting a request to terminate, the LeagueApps Services. Furthermore, to qualify as a referrer hereunder and to receive any fees related to participation in the New Partner Referral Program, Partner must be an existing LeagueApps client in good standing (i.e., current account owner or account user).
1.3 Opt-in to Marketing. By participating in the New Partner Referral Program, Partner agrees to receive marketing emails and other communications from LeagueApps and its Affiliates in accordance with LeagueApps’s Privacy Policy. Partner acknowledges and agrees that it has, to the extent required by applicable law, provided appropriate notices to, and obtained appropriate consents from, any referred company or other person that Partner refers to LeagueApps through the New Partner Referral Program.
1.4 Referral Fees
LeagueApps will pay Partner a referral fee of five hundred dollars ($500) (the “Referral Fee”) for each Qualified Referral as described below:
“Qualified Referrals” means a new LeagueApps Customer: (1) referred by Partner in accordance with the Referral Procedures described below; (2) for whom LeagueApps has no record in connection with the Services, who have not had any interaction with LeagueApps for the past one hundred eighty (180) days, and who are not, at the time referred, in any part of a sales cycle, contractual relations or ongoing negotiations with LeagueApps; (3) who are not Affiliates or franchisees of Partner; (4) who purchase and enroll in LeagueApps for Services no more than ninety (90) days from the date of referral by Partner and (5) who process more than $5,000 in transaction fees through the Services (using the LeagueApps Gateway) within their first year of using the Services.
Any referred Customer who does not become a Qualified Referral within 90 days after the initial referral date will be deemed rejected by LeagueApps; if such referred Customer becomes a LeagueApps Customer more than 90 days after Partner’s referral date, Partner will not be entitled to receive any Referral Fee for such referral. To be eligible for Referral Fees, Partner must be in good standing with LeagueApps at the time of processing payment. LeagueApps does not pay Referral Fees to partners based on renewal orders, add-on or upgrade orders. Partner may refer an unlimited number of potential Customers (subject to the limitations described herein), but for each individual referral, Partner may receive a maximum of one Referral Fee for each referred Customer. For example, if Partner refers a Customer with ten locations, Partner may receive one Referral Fee for a maximum of one Customer, up to $500.00.
1.5. Payments
Referral Fees will be paid to Partners by issuance of an online or physical Visa Gift Card (or the equivalent by ACH payment, wire payment or by check) once the referred Customer is deemed to be a “Qualified Referral” as described above. Any other payment arrangements must be pre-approved in writing by LeagueApps.
1.6. Refund of Referral Fee Payments
In the event that LeagueApps makes some or all of a Referral Fee to Partner in error, LeagueApps is entitled to a refund of the associated payments made to Partner, and may , in its sole discretion, offset such refundable amounts against any fees LeagueApps owes to Partner hereunder, or invoice Partner for the refundable amounts. Any invoiced amounts are due and payable by Partner within 30 days after the invoice date.
1.7. Referral Procedure
LeagueApps will provide Partner with a unique referral URL (“Referral URL”) that links to a LeagueApps website for the purpose of referring prospective Customers. Each Partner referral must come to LeagueApps through Partner’s Referral URL in order for Partner to receive credit and a Referral Fee, if applicable.
2. Compliance with Laws
Partner shall comply, and shall ensure that any third parties performing activities on Partner’s behalf comply, with all applicable foreign and domestic laws, governmental regulations and ordinances, including, but not limited to, data privacy laws, trademark and copyright laws, procedures governing domain names, the United States Foreign Corrupt Practices Act and applicable export control laws or regulations (collectively “Applicable Laws”) and shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to LeagueApps, its customers or the Services, or to the public. Partner represents and warrants that Partner’s activities and receipt of any referral fees under this Agreement are consistent with Applicable Laws. Partner shall promptly inform LeagueApps in writing upon becoming aware of any violations of Applicable Laws in connection with this Agreement. Partner hereby represents and warrants that, no portion of any fees paid or payable by LeagueApps to Partner hereunder will be paid to, or accrued directly or indirectly for the benefit of, any person, firm, corporation or other entity, other than Partner.
3. Limited Licenses
3.1 Services. If LeagueApps provides Partner with log-in credentials to any LeagueApps platform in connection with this Agreement, Partner is granted a non-exclusive, non-transferable limited right to access and use the Services during the Term for the limited Partner purposes described in this Agreement. Unless otherwise stated herein, Services shall be used solely for: (1) demonstration of the Services to potential LeagueApps Customers solely in connection with Partner’s participation in the New Partner Referral Program; and (2) training on the use of the Services to Partner’s employees. The Services may not be used for any other purpose without LeagueApps’s prior written consent.
3.2 Marketing Services. To the extent applicable, LeagueApps may grant Partner a nonexclusive, nontransferable, limited license to use those portions of LeagueApps’s marketing programs, marketing materials and tools (“Marketing Services”) solely for the purpose of creating, executing, and monitoring marketing campaigns related to LeagueApps’s products and services. Partner’s use of the Marketing Services shall be subject to this Agreement and must comply with LeagueApps’s branding guidelines available at LeagueApps’s main website, as may be updated from time to time. LeagueApps may change the usage, branding and press release guidelines and location thereof at any time, and, upon reasonable notice from LeagueApps, Partner shall promptly modify Partner’s use of the Marketing Services to conform to any such changed guidelines. If Partner allows any third party to access the Marketing Services for the purpose of creating, executing, and monitoring marketing campaigns related to LeagueApps’s products and services on Partner’s behalf, Partner will ensure that all such use complies with this Agreement. Partner agrees to be responsible for any misuse of the Marketing Services by Partner or any third party using the Marketing Services on Partner’s behalf and Partner agrees to use the Marketing Services at Partner’s own risk. Partner shall cooperate with LeagueApps to allow for review of Partner’s use of the Marketing Services and compliance with LeagueApps’s quality standards. If LeagueApps, in its sole discretion, determines that Partner’s use of the Marketing Services does not comply with this Agreement, Partner shall promptly modify or discontinue Partner’s use as directed by LeagueApps. The Referral program may not be advertised publicly without LeagueApps’ prior written consent.
3.3 Feedback. Partner grants LeagueApps a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Partner relating to the operation of the Services, or to the New Partner Referral Program.
3.4 Cross Licenses. To the extent applicable hereunder, LeagueApps grants Partner a limited, revocable, nonexclusive, nontransferable, nonsublicensable, royalty-free license during the Term to use, solely in connection with Partner’s rights, duties and obligations under this Agreement, the marks set forth in LeagueApps’s branding guidelines available at LeagueApps’s main website, as may be updated from time to time. This License does not grant rights to use any of LeagueApps’s trademarks not identified herein or any other rights to use LeagueApps’ marks for any other purpose. Partner grants LeagueApps a nonexclusive, nontransferable, non-sublicensable, royalty-free license during the Term to use, solely in connection with LeagueApps’s rights, duties and obligations under this Agreement, Partner’s marks, including Partner’s company name and logos associated therewith.
Neither Party shall make any express or implied statement or suggestion, or use the other Party’s marks identified in this Section 3.4 (“Licensed Marks”) in any manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on the granting Party or its business, products or services. Each Party shall cease, or adjust the manner of, its use of any of the Licensed Marks at the request of the granting Party in its sole discretion. The granting Party may withdraw any approval of any use of its Licensed Marks at any time in its sole discretion upon written notice to the other Party, which withdrawal shall be effective promptly but in no case more than 30 days from the date of the granting Party’s notice sent in accordance with Section 9.5 below.
3.5 Reservation of Rights. LeagueApps expressly reserves all rights not expressly granted to Partner in this Agreement. All goodwill arising out of your use of the Marketing Services and LeagueApps’s marks will inure solely to the benefit of LeagueApps.
4. Representations and Warranties
You represent that you have all necessary power and authority to enter into this Agreement and perform your obligations hereunder, and the performance of your obligations hereunder will not require the consent of any third party, give rise to any conflict of interest, or constitute a breach or default under any agreement or obligation to which you are a party or by which you are bound. If you enter into this Agreement on behalf of a legal entity, you represent that you have the authority to bind that entity. You will not make or engage in any false, misleading or deceptive claims or practices with respect to the Services, or directly or indirectly offer, promise, or pay anything of value to referrals, or engage in any behavior that LeagueApps determines in its sole discretion is unethical or harmful to LeagueApps’s customers or its business.
5. Term; Termination
5.1 Term. This Agreement is effective from the Effective Date and remains in effect until either Party terminates it as permitted herein (“Term”).
5.2 Termination for Convenience. Either Party may terminate this Agreement without cause upon 30 days’ prior written notice to the other Party. LeagueApps may also terminate this Agreement for any reason, or no reason, upon twenty-four (24) hours notice to Partner (which may be by email, text or any other means). Termination will be valid upon sending such notice regardless of whether it was received and/or confirmed by Partner.
5.3 Termination for Cause. If either Party breaches a material term of this Agreement, the other Party may terminate this Agreement if the breaching Party does not cure such breach within five (5) business days after written notice of the breach.
5.4 Immediate Termination by LeagueApps. LeagueApps may terminate this Agreement immediately upon written notice to Partner if: (1) Partner becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors; (2) LeagueApps determines, based on one or more LeagueApps Customer or prospective LeagueApps Customer complaints, that Partner’s actions or statements have created or may create a significant risk of harm to LeagueApps’s reputation or customer relationships; or (3) Partner has committed fraud or misrepresentation with respect to entering into and/or the performance of this Agreement; or (iv) Partner terminates or requests to terminate their LeagueApps Services, including the registration platforms.
5.5 Effect of Termination. From and following the date of termination of this Agreement: (1) Partner will immediately cease using all Marketing Services and LeagueApps marks and all rights and licenses granted under this Agreement will immediately terminate; (2) Partner shall not be entitled to receive any benefits, referral fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to the date of termination; and (3) all provisions of this Agreement which by their nature are intended to survive termination shall survive, including without limitation Sections 3.3, 3.4, 3.5, 5.5, 6, 7, 8 and 9.
6. Indemnification
Partner agrees to indemnify, defend, and hold harmless LeagueApps and its affiliates, officers, directors, employees, contractors and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, fines, costs and expenses of any kind (including reasonable attorneys’ fees) arising from or relating to any claim of a third party: (1) relating to Partner’s operation of its business; (2) relating to a breach of any provision of this Agreement by Partner or its representatives, including without limitation Section 2 (Compliance with Laws); or (3) alleging or relating to any act or omission of Partner or its representatives in connection with the performance of its obligations under this Agreement.
7. DISCLAIMERS; LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEAUGUEAPPS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, ARISING UNDER ANY LAW, WITH RESPECT TO THE SERVICES, THE MARKETING SERVICES, AND ANY OTHER LEAGUEAPPS PRODUCT OR SERVICE MADE AVAILABLE, ACCESSED OR USED AS PART OF PARTNER’S PARTICIPATION IN THE NEW PARTNER REFERRAL PROGRAM, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LEAGUEAPPS MAKES NO WARRANTY THAT ANY REFERRAL URLS, LEAGUEAPPS WEBSITES OR SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LEAGUEAPPS BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, STATUTE OR ANY OTHER BASIS, AND EVEN IF LEAGUEAPPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LEAGUEAPPS’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE NEW PARTNER REFERRAL PROGRAM WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
8. Confidentiality
8.1 Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of LeagueApps shall include any Customer data (including personally identifiable information) to which Partner has access by virtue of participating in the New Partner Referral Program. Confidential Information shall not include any information that (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (3) is received from a third party without breach of any obligation owed to the Disclosing Party, or (4) was independently developed by the Receiving Party without breach of an obligations owed to the Disclosing Party.
8.2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (1) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (2) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, including under SEC disclosure requirements.
9. Miscellaneous
9.1 Relationship of Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Partner and LeagueApps. Partner will not represent that it has any authority to assume or create any obligation, express or implied, on behalf of LeagueApps, nor to represent LeagueApps as agent, employee, franchisee, or in any other capacity. There are no third-party beneficiaries to this Agreement. Partner shall not make any proposals, promises, warranties, guarantees, or representations on LeagueApps’s behalf or in LeagueApps’s name.
9.2 Entire Agreement. Partner agrees that this Agreement and any information which is incorporated into this Agreement by written reference (including reference to any terms, policies and/or guidelines on our website and/or information contained in a URL), constitutes the complete agreement between the Parties relating to Partner’s participation in the New Partner Referral Program. This Agreement supersedes and replaces any other agreement that Partner may have previously entered into with LeagueApps governing Partner’s participation in the New Partner Referral Program. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any addendum hereto, the terms of such addendum shall prevail.
9.3 Changes to Agreement. LeagueApps may change this Agreement at any time by providing notice to you in a manner that LeagueApps deems reasonable in its sole discretion. If Partner objects to any such change, Partner may terminate this Agreement for cause. Partner’s continued participation in the New Partner Referral Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended. No other amendment, modification or waiver of this Agreement will be binding upon LeagueApps except pursuant to separate written agreement signed by an authorized representative of LeagueApps.
9.4 Assignment. Partner may not assign or transfer its rights or obligations under this Agreement or participation in the New Partner Referral Program, whether by operation of law or otherwise, without prior written approval from LeagueApps.
9.5 Notices. All notices from you to LeagueApps must be in writing and addressed to: LeagueApps, Inc. 30 Irving Place, 3rd Floor, New York, NY 10003, Attn: Legal, and will be sent by personal or overnight courier and deemed given when verified by written confirmation of delivery. Notices from LeagueApps to you may be sent to the email or physical address we have on file for you and will be deemed given when verified by electronic log or written confirmation of delivery.
9.6 Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of New York, without regard to its choice or conflicts of law rules. For any dispute arising out of or relating to this Agreement, you consent to personal jurisdiction in, and the exclusive venue of, the federal and state courts in New York, New York.